Common use of Acquisition Proposals; Change in Recommendation Clause in Contracts

Acquisition Proposals; Change in Recommendation. (a) Except as permitted by this Section 6.2, during the Pre-Closing Period, the Acquired Companies and their respective directors and officers shall not, and shall not authorize their other Representatives to, and shall direct and cause them not to (i) initiate, solicit, propose, knowingly induce or knowingly encourage or knowingly facilitate (including by providing any information) any Acquisition Proposal, including any inquiries or the submission of any proposals or offers which could reasonably be expected to lead to an Acquisition Proposal, (ii) other than informing Third Parties of the existence of the provisions contained in this Section 6.2, engage in, continue or otherwise participate in negotiations or discussions with, or provide access to its properties, books and records or furnish any non-public information (or access thereto) concerning the Company or any of the Company Subsidiaries to, any Third Party in connection with, relating to or for the purpose of encouraging or facilitating or that could reasonably be expected to lead to, an Acquisition Proposal, (iii) recommend, enter into or execute any Contract, letter of intent, acquisition agreement, agreement in principle, memorandum of understanding or similar agreement with respect to any Acquisition Proposal, (iv) approve, endorse or recommend, or propose publicly to approve, endorse or recommend any Acquisition Proposal, (v) waive, terminate, modify or fail to enforce any “standstill” or similar provision or obligation of a Person (other than Parent or its Affiliates) with respect to the Company or its Subsidiaries or (vi) approve, authorize or agree to do any of the foregoing. Immediately following the execution of this Agreement, the Acquired Companies and their respective directors and officers shall, and shall direct and cause their respective Representatives to, (A) cease and cause to be terminated any solicitation and any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (B) terminate access by any Third Party to any physical or electronic data room relating to any potential Acquisition Proposal and (C) deliver written notice to each such Person requesting that any such Person (other than Parent, Merger Sub and their respective Representatives) promptly return or destroy all confidential information regarding the Company and its Subsidiaries. Notwithstanding clause (v), the Company shall be permitted to grant limited waivers of, and not enforce, any standstill provision or similar provision that has the effect of prohibiting the counterparty thereto from making an Acquisition Proposal to the Company Board to the extent that the Company Board determines in good faith, after consultation with outside counsel, that the failure to grant such limited waiver or to not enforce such provision would be inconsistent with Company Board’s fiduciary duties under Applicable Law.

Acquisition Proposals; Change in Recommendation. (a) Except as expressly permitted by this Section 6.27.2, during on and after the Pre-Closing Perioddate hereof, the Acquired Companies Company and their respective directors and officers shall notits Subsidiaries shall, and the Company shall not authorize their use reasonable best efforts to cause its and its Subsidiaries’ respective directors, officers, employees, controlled Affiliates, investment bankers, attorneys, accountants and other Representatives advisors or representatives (collectively, “Representatives”) to, and shall direct and cause them not to (i) immediately cease and cause to be terminated any discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal and (ii) until the Effective Time not (A) initiate, solicit, propose, knowingly induce solicit or knowingly encourage or knowingly facilitate (including by providing any information) any Acquisition Proposalfacilitate, including any inquiries directly or indirectly, the submission making of any proposals proposal or offers which could reasonably be expected to lead to offer that constitutes, an Acquisition Proposal, (iiB) other than informing Third Parties of the existence of the provisions contained in this Section 6.2, engage in, continue or otherwise participate in any discussions or negotiations or discussions withregarding, or provide access to its properties, books and records or furnish any non-public information (or access thereto) concerning the Company or data to any of the Company Subsidiaries Person relating to, any Third Party in connection with, relating to Acquisition Proposal or for the purpose of encouraging or facilitating or inquiry that could may reasonably be expected to lead to, an to any Acquisition Proposal, (iiiC) recommend, enter into or execute any Contract, letter of intent, acquisition agreement, agreement in principle, memorandum letter of intent, confidentiality agreement or other understanding or similar agreement arrangement with respect to any Acquisition Proposal, (iv) approve, endorse or recommend, or propose publicly to approve, endorse or recommend any Acquisition Proposal, (v) waive, terminate, modify or fail to enforce any “standstill” or similar provision or obligation of a Person Proposal (other than Parent any confidentiality agreement contemplated by Section 7.2(b)), (D) otherwise knowingly facilitate or its Affiliates) with respect knowingly encourage any effort or attempt to the Company or its Subsidiaries make an Acquisition Proposal or (viE) approve, authorize or agree publicly propose to do any of the foregoing. Immediately following Promptly (but in any event within two (2) business days) after the execution of this Agreementdate hereof, the Acquired Companies and their respective directors and officers Company shall, and shall direct cause its Subsidiaries and shall use its reasonable best efforts to cause its and their respective Representatives to, to request the prompt return or destruction of all confidential information previously furnished in connection therewith and immediately terminate all physical and electronic dataroom access previously granted to any such Person or its Representatives (A) cease and cause to be terminated any solicitation and any and all existing discussions or negotiations with other than any Person conducted heretofore with whom the Company is in negotiations or discussions with respect to any an Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (B) terminate access by any Third Party to any physical or electronic data room relating to any potential Acquisition Proposal and (C) deliver written notice to each such Person requesting that any such Person (other than Parent, Merger Sub and their respective Representatives) promptly return or destroy all confidential information regarding in accordance with Section 7.2(b)). For the Company and its Subsidiaries. Notwithstanding clause (v)avoidance of doubt, the Company shall not be permitted to grant limited waivers of, and not enforce, reimburse or agree to reimburse the expenses of any standstill provision other person (or similar provision that has the effect group of prohibiting the counterparty thereto from making persons) who makes an Acquisition Proposal to the Company Board to the extent that the Company Board determines in good faith, after consultation with outside counsel, that the failure to grant such limited waiver or to not enforce such provision would be inconsistent with Company Board’s fiduciary duties under Applicable LawProposal.

Acquisition Proposals; Change in Recommendation. (a) Except as expressly permitted by this Section 6.25.5, during following the Pre-Closing Periodexecution of this Agreement, (i) Company shall, and shall cause its directors, officers, employees, representatives and other agents, including investment bankers, attorneys, accountants and other advisors (collectively, the Acquired Companies “Representatives”), and their respective directors its Subsidiaries to, immediately cease any discussions or negotiations with any Person that may be ongoing with respect to an Acquisition Proposal and officers request the prompt return or destruction of all confidential information previously furnished and (ii) Company shall not, and Company shall cause its Subsidiaries and the Representatives not authorize their other Representatives to, and shall direct and cause them not to directly or indirectly, (iA) initiateencourage (including by way of furnishing or disclosing information), solicit, propose, knowingly induce request or knowingly encourage initiate any other action to facilitate or knowingly facilitate (including by providing any information) initiate the making of any Acquisition Proposal, including any inquiries or the submission of any proposals or offers which could reasonably be expected to lead to an Acquisition Proposal, (iiB) other than informing Third Parties of the existence of the provisions contained in this Section 6.2, engage in, continue or otherwise participate in discussions or negotiations or discussions with, or provide access to its propertiesfurnish or disclose any information to, books and records or furnish any non-public information Person (or access thereto) concerning the Company other than Parent or any of the Company Subsidiaries to, any Third Party its Subsidiaries) in connection withwith any Acquisition Proposal, relating (C) terminate, amend, modify or waive any provision of any confidentiality, standstill or similar agreement to which it or any of its Subsidiaries is a party with respect to any actual or potential Acquisition Proposal, (D) take action for the purpose of encouraging exempting any Person other than Parent and Merger Sub from the application of any “control share acquisition,” “fair price,” “business combination” or facilitating other anti-takeover Law, including the provisions of Section 180.1141 and 180.1150 of the WBCL, or that could reasonably be expected to lead to, an Acquisition Proposal, (iiiE) recommend, enter into or execute any Contract, letter of intent, acquisition agreementmemorandum of understanding, agreement in principleprinciple or merger, memorandum acquisition or similar agreement contemplating or otherwise relating to any Acquisition Proposal (other than a confidentiality agreement referred to in Section 5.5(b)) (each, a “Company Acquisition Agreement”). Company represents and warrants to Parent that neither it nor any of understanding its Subsidiaries has granted any waiver or release under any standstill or similar agreement with respect to any Acquisition Proposal, (iv) approve, endorse or recommend, or propose publicly to approve, endorse or recommend any Acquisition Proposal, (v) waive, terminate, modify or fail to enforce any “standstill” or similar provision or obligation class of a Person (other than Parent or its Affiliates) with respect to the equity securities of Company or its Subsidiaries or (vi) approve, authorize or agree to do any of the foregoing. Immediately following the execution of this Agreement, the Acquired Companies and their respective directors and officers shall, and shall direct and cause their respective Representatives to, (A) cease and cause to be terminated any solicitation and any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (B) terminate access by any Third Party to any physical or electronic data room relating to any potential Acquisition Proposal and (C) deliver written notice to each such Person requesting that any such Person (other than Parent, Merger Sub and their respective Representatives) promptly return or destroy all confidential information regarding the Company and its Subsidiaries. Notwithstanding clause (v), the Company shall be permitted to grant limited waivers of, and not enforce, any standstill provision or similar provision that has the effect of prohibiting the counterparty thereto from making an Acquisition Proposal to the Company Board to the extent that the Company Board determines in good faith, after consultation with outside counsel, that the failure to grant such limited waiver or to not enforce such provision would be inconsistent with Company Board’s fiduciary duties under Applicable Law.

Acquisition Proposals; Change in Recommendation. (a) Except as permitted by this Section 6.2Commencing on the sixty-first (61st) calendar day after the Proxy Statement is first filed with the SEC, during the Pre-Closing Periodnone of Holdings GP, the Acquired Companies Holdings and their respective directors and officers shall notits Subsidiaries shall, and they shall use their commercially reasonable best efforts to cause their Representatives not authorize their other Representatives to, and shall direct and cause them not to directly or indirectly, (i) knowingly initiate, solicit, propose, knowingly induce solicit or knowingly encourage or knowingly facilitate (including by providing any information) the submission of any Acquisition Proposal, including any inquiries or the submission of any proposals or offers which could reasonably be expected to lead to an Acquisition Proposal, (ii) other than informing Third Parties of the existence of the provisions contained in this Section 6.2, engage in, continue or otherwise participate in any discussions or negotiations or discussions withregarding, or provide access furnish to its properties, books and records or furnish any person any non-public information (or access thereto) concerning with respect to, any Acquisition Proposal. Notwithstanding the Company foregoing, but subject to the limitations in Section 6.6(b), nothing contained in this Agreement shall prohibit Holdings GP, Holdings, their Subsidiaries or any of the Company Subsidiaries their Representatives from furnishing any information to, any Third Party in connection withincluding information pertaining to Inergy, relating to or for the purpose of encouraging or facilitating or that could reasonably be expected to lead to, an Acquisition Proposal, (iii) recommend, enter entering into or execute any Contract, letter of intent, acquisition agreement, agreement participating in principle, memorandum of understanding or similar agreement with respect to any Acquisition Proposal, (iv) approve, endorse or recommend, or propose publicly to approve, endorse or recommend any Acquisition Proposal, (v) waive, terminate, modify or fail to enforce any “standstill” or similar provision or obligation of a Person (other than Parent or its Affiliates) with respect to the Company or its Subsidiaries or (vi) approve, authorize or agree to do any of the foregoing. Immediately following the execution of this Agreement, the Acquired Companies and their respective directors and officers shall, and shall direct and cause their respective Representatives to, (A) cease and cause to be terminated any solicitation and any and all existing discussions or negotiations with, any person that makes a solicited (prior to the 61st calendar day after the Proxy Statement is first filed with any Person conducted heretofore with respect to any the SEC) or an unsolicited written Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to, or did not result in, an Acquisition Proposal, from a knowing and intentional breach of this Section 6.6 (B) terminate access by any Third Party to any physical or electronic data room relating to any potential Acquisition Proposal and (C) deliver written notice to each such Person requesting that any such Person (other than Parent, Merger Sub and their respective Representatives) promptly return or destroy all confidential information regarding the Company and its Subsidiaries. Notwithstanding clause (va “Receiving Party”), if (i) the Company shall be permitted to grant limited waivers of, and not enforce, any standstill provision or similar provision that has the effect of prohibiting the counterparty thereto from making an Acquisition Proposal to the Company Board to the extent that the Company Board determines in good faithHoldings GP Board, after consultation with its outside counsellegal counsel and financial advisors, determines in good faith (A) that the such Acquisition Proposal constitutes or is likely to result in a Superior Proposal, and (B) that failure to grant take such limited waiver or to not enforce such provision action would be inconsistent with Company Board’s its fiduciary duties under Applicable Lawthe Holdings Partnership Agreement and applicable Law and (ii) prior to furnishing any such non-public information to such Receiving Party, Holdings receives from such Receiving Party an executed Confidentiality Agreement, provided, however, that if Holdings receives an Acquisition Proposal that includes an Inergy Acquisition Proposal, Holdings may, in its discretion, respond to a Receiving Party to indicate that Holdings cannot entertain an Acquisition Proposal that includes an Inergy Acquisition Proposal.

Acquisition Proposals; Change in Recommendation. (a) Except as permitted by this Section 6.25.02, during the Pre-Closing Period, the Acquired Companies Company and its Subsidiaries and their respective directors and officers shall not, and shall not authorize their other Representatives to, and shall direct and cause them not to to: (i) initiate, solicit, propose, knowingly induce or knowingly encourage or knowingly facilitate (including by providing any information) any Acquisition Proposal, including any inquiries or the submission making of any proposals or offers which could reasonably be expected to lead to an Acquisition Proposal, (ii) other than informing Third Parties of the existence of the provisions contained in this Section 6.25.02, engage in, continue or otherwise participate in negotiations or discussions with, or provide access to its properties, books and records or furnish any non-public information (or access thereto) concerning the Company or any of the Company Subsidiaries to, any Third Party in connection with, relating to or for the purpose of knowingly encouraging or facilitating or that could reasonably be expected to lead toknowingly facilitating, an Acquisition Proposal, (iii) recommend, recommend or enter into or execute any Contract, letter of intent, acquisition agreement, agreement in principle, memorandum of understanding or similar agreement with respect to any Acquisition Proposal, Proposal or (iv) approve, endorse or recommend, or propose publicly to approve, endorse or recommend any Acquisition Proposal, (v) waive, terminate, modify or fail to enforce any “standstill” or similar provision or obligation of a Person (other than Parent or its Affiliates) with respect to the Company or its Subsidiaries or (vi) approve, authorize or agree to do any of the foregoing. Immediately Promptly following the execution of this Agreement, and in any event within one (1) Business Day of the Acquired Companies date of this Agreement, the Company and their respective directors and officers its Subsidiaries shall, and shall direct and cause their respective Representatives to, (A) cease and cause to be terminated any solicitation and any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, Proposal and (B) terminate access by any Third Party to any physical or electronic data room relating to any potential Acquisition Proposal and (C) deliver written notice to each such Person requesting that any such Person (other than Parent, Merger Sub and their respective Representatives) promptly return or destroy all confidential information regarding the Company and its SubsidiariesTransaction. Notwithstanding clause (v)anything in this Agreement to the contrary, the Company shall be permitted to grant limited waivers of, and not enforce, any standstill provision or similar provision that has the effect of prohibiting the counterparty thereto from making an Acquisition Proposal to the Special Committee or the Company Board to the extent that the Special Committee or the Company Board determines in good faith, after consultation with outside counsel, faith that the failure to grant such limited waiver or to not enforce such provision would reasonably be inconsistent with expected to constitute a breach of the Special Committee’s or the Company Board’s respective fiduciary duties under Applicable Law.

Acquisition Proposals; Change in Recommendation. (a) Except as expressly permitted by this Section 6.25.5, during (i) effective as of the Pre-Closing Perioddate of this Agreement, Company shall, and shall cause its Subsidiaries and Company’s and its Subsidiaries’ respective directors, officers, employees, representatives and other agents, including investment bankers, attorneys, accountants and other advisors (with respect to any party, such party’s “Representatives”) to, (A) immediately cease any discussions or negotiations with any Person (other than Parent and its Representatives) that may be ongoing with respect to an Acquisition Proposal and (B) promptly request the Acquired Companies prompt return or destruction, as applicable, of any confidential information of Company and their respective directors its Subsidiaries previously furnished to any Person (other than Parent and officers its Representatives) and (ii) from the date of this Agreement until the Effective Time or termination of this Agreement in accordance with Article 7, Company shall not, and Company shall cause its Subsidiaries and Company’s and its Subsidiaries’ Representatives not authorize their other Representatives to, and shall direct and cause them not to directly or indirectly, (iA) solicit, request, initiate, solicit, propose, knowingly induce or knowingly encourage or knowingly facilitate (including by providing any way of furnishing or disclosing nonpublic information) or knowingly take any other action to facilitate or initiate the making of any Acquisition ProposalProposal or any inquiry, including any inquiries proposal or the submission of any proposals or offers which offer that could reasonably be expected to lead to an Acquisition Proposal, (iiB) other than informing Third Parties of the existence of the provisions contained in this Section 6.2, engage in, continue or otherwise participate in discussions or negotiations or discussions with, or provide access to its propertiesfurnish or disclose any nonpublic information to, books and records or furnish any non-public information Person (or access thereto) concerning the Company other than Parent or any of the Company Subsidiaries to, any Third Party its Subsidiaries) in connection withwith any Acquisition Proposal or any inquiry, relating to proposal or for the purpose of encouraging or facilitating or offer that could reasonably be expected to lead to, to an Acquisition Proposal, (iiiC) approve, endorse, recommend, execute, enter into or execute agree to enter into any Contract, letter of intent, acquisition agreementmemorandum of understanding, agreement in principleprinciple or merger, memorandum of understanding acquisition, confidentiality or similar agreement with respect contemplating or otherwise relating to any Acquisition ProposalProposal or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal (other than a confidentiality agreement referred to in, and in compliance with the terms of, Section 5.5(b)) (each, a “Company Acquisition Agreement”), (ivD) approvegrant any waiver, endorse amendment or recommendrelease under any confidentiality agreement (other than any waiver, amendment or propose publicly to approve, endorse or recommend release of any Acquisition Proposal, (v) waive, terminate, modify or fail to enforce any “standstill” standstill or similar provision therein, provided that (1) such waiver, amendment or obligation of a Person release is requested by the counterparty thereto on an unsolicited basis and (2) Company is otherwise in compliance with this Section 5.5) or any “fair price”, “moratorium”, “control share acquisition” or other than Parent takeover, antitakeover or its Affiliatesother similar Law (such Laws, collectively, “Takeover Statutes”) with respect to the Company or its Subsidiaries or (viE) approveresolve to propose, authorize agree or agree publicly announce an intention to do any of the foregoing. Immediately following For the execution avoidance of doubt, any violation of this Agreement, the Acquired Companies and their respective directors and officers shall, and shall direct and cause their respective Representatives to, (A) cease and cause to be terminated any solicitation and any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (B) terminate access Section 5.5 by any Third Party to any physical or electronic data room relating to any potential Acquisition Proposal and (C) deliver written notice to each such Person requesting that any such Person (other than Parent, Merger Sub and their respective Representatives) promptly return or destroy all confidential information regarding the Company and its Subsidiaries. Notwithstanding clause (v), the Representative of Company shall be permitted to grant limited waivers of, and not enforce, any standstill provision or similar provision that has the effect constitute a breach of prohibiting the counterparty thereto from making an Acquisition Proposal to the Company Board to the extent that the Company Board determines in good faith, after consultation with outside counsel, that the failure to grant such limited waiver or to not enforce such provision would be inconsistent with Company Board’s fiduciary duties under Applicable Lawthis Section 5.5 by Company.

Acquisition Proposals; Change in Recommendation. (a) Except as expressly permitted by this Section 6.28.3, at all times during the Pre-Closing Periodperiod commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the valid termination of this Agreement pursuant to Article X and the Effective Time, the Acquired Companies Company shall, and shall cause its Subsidiaries and its and their respective directors and officers shall notto, and shall not authorize their instruct and use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, and shall direct and cause them not to not: (iA) initiate, solicit, propose, knowingly induce or knowingly encourage or knowingly facilitate (including by providing facilitate, whether publicly or otherwise, any information) inquiry, proposal, offer or request that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or purposefully encourage any action with respect to any Acquisition Proposal; (B) engage in, including continue or otherwise participate in any inquiries or discussions (in each case, other than as reasonably necessary to clarify the submission terms and conditions of any proposals proposal or offers which offer or notify the applicable Person or Group of the existence of the provisions of this Section 8.3(a)) or negotiations with respect to any Acquisition Proposal or any inquiry, proposal, offer or request that could reasonably be expected to lead to an Acquisition Proposal, ; (iiC) other than informing Third Parties of the existence of the provisions contained in this Section 6.2, engage in, continue or otherwise participate in negotiations or discussions with, or provide access to its properties, books and records or furnish any non-public information (or access thereto) data concerning the Company or its Subsidiaries to any of the Company Subsidiaries toPerson (other than Public Parent, any Third Party Parent, Merger Sub or their respective Representatives) or Group in connection withwith any Acquisition Proposal or any inquiry, relating to proposal, offer or for the purpose of encouraging or facilitating or request that could reasonably be expected to lead to, to an Acquisition Proposal, (iii) recommend, enter into or execute any Contract, letter of intent, acquisition agreement, agreement in principle, memorandum of understanding or similar agreement with respect to any Acquisition Proposal, (iv) approve, endorse or recommend, or propose publicly to approve, endorse or recommend any Acquisition Proposal, (v) waive, terminate, modify or fail to enforce any “standstill” or similar provision or obligation of a Person (other than Parent or its Affiliates) with respect to the Company or its Subsidiaries ; or (viD) approve, authorize otherwise purposefully facilitate any effort or agree attempt to do any of the foregoing. Immediately following the execution of this Agreement, the Acquired Companies and their respective directors and officers shall, and shall direct and cause their respective Representatives to, (A) cease and cause to be terminated any solicitation and any and all existing discussions make or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to, or result in, effect an Acquisition Proposal, (B) terminate access by any Third Party to any physical or electronic data room relating to any potential Acquisition Proposal and (C) deliver written notice to each such Person requesting that any such Person (other than Parent, Merger Sub and their respective Representatives) promptly return or destroy all confidential information regarding the Company and its Subsidiaries. Notwithstanding clause (v), the Company shall be permitted to grant limited waivers of, and not enforce, any standstill provision or similar provision that has the effect of prohibiting the counterparty thereto from making an Acquisition Proposal to the Company Board to the extent that the Company Board determines in good faith, after consultation with outside counsel, that the failure to grant such limited waiver or to not enforce such provision would be inconsistent with Company Board’s fiduciary duties under Applicable Law.

Acquisition Proposals; Change in Recommendation. (a) Except as permitted by Subject to the provisions of this Section 6.26.5, during the Pre-Closing Period, the Acquired Companies and their respective directors and officers shall Feather River will not, and shall will cause its Subsidiaries not authorize their other Representatives to, and shall direct will instruct Feather River’s and cause them its Subsidiaries’ respective officers, directors, employees and other agents and representatives (including any investment banker, financial advisor, attorney, accountant or other representative retained by Feather River or any of its Subsidiaries) (all of the foregoing, collectively, “Representatives”) not to to, (i) initiateinitiate or solicit or Knowingly encourage any inquiries with respect to, solicitor the making of, propose, knowingly induce or knowingly encourage or knowingly facilitate (including by providing any information) any Acquisition ProposalProposal or take any other action designed to facilitate or that could reasonably be expected to result in, including any inquiries or the submission making of any proposals proposal or offers which offer that could reasonably be expected to lead to an any Acquisition Proposal, Proposal or (ii) other than informing Third Parties of the existence of the provisions contained except as permitted in this Section 6.26.5(b) below, (A) initiate or engage in, continue or otherwise participate in negotiations or discussions with, with or provide access to its properties, books and records any information or furnish any non-public information (or access thereto) concerning the Company or any of the Company Subsidiaries data to, any Third Party in connection with, Person relating to or for the purpose of encouraging or facilitating an Acquisition Proposal or that could reasonably be expected to lead to, an Acquisition Proposal, (iii) recommend, enter into or execute any Contract, letter of intent, acquisition agreement, agreement in principle, memorandum of understanding or similar agreement with respect to any Acquisition Proposal, (ivB) approve, endorse or recommend, or propose publicly to approve, endorse or recommend recommend, any Acquisition ProposalProposal or (C) approve, (v) waiverecommend, terminateexecute or enter into any letter of intent, modify agreement in principle, merger agreement, asset purchase agreement, share exchange agreement, option agreement, acquisition agreement or fail other similar agreement relating to enforce any “standstill” or similar provision or obligation of a Person Acquisition Proposal (other than Parent or its Affiliates) with respect to the Company or its Subsidiaries or (vi) approve, authorize or agree to do any of the foregoinga confidentiality agreement contemplated by Section 6.5(b)). Immediately following the execution of this Agreement, the Acquired Companies and their respective directors and officers Feather River shall, and shall direct and cause their respective each of its Representatives to, (A) immediately cease and cause to be terminated any solicitation and any and all existing solicitations, discussions or negotiations with any Person (other than Plumas) conducted heretofore with respect to any Acquisition Proposal or any inquiry or and promptly request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (B) terminate access by any Third Party to any physical or electronic data room relating to any potential Acquisition Proposal and (C) deliver written notice to each such Person requesting that any such Person (other than Parent, Merger Sub and their respective Representatives) promptly return or destroy all destruction of confidential information regarding the Company and its Subsidiaries. Notwithstanding clause (v), the Company shall be permitted to grant limited waivers of, and not enforce, any standstill provision or similar provision that has the effect of prohibiting the counterparty thereto from making an Acquisition Proposal to the Company Board to the extent that the Company Board determines in good faith, after consultation with outside counsel, that the failure to grant such limited waiver or to not enforce such provision would be inconsistent with Company Board’s fiduciary duties under Applicable Lawrelated thereto.

Acquisition Proposals; Change in Recommendation. (a) 7.13.1 Except as expressly permitted by this Section 6.27.13, during the Pre-Closing Period, the Acquired Companies and their respective directors and officers Sellers shall not, and shall use their reasonable best efforts to cause their respective Affiliates and Representatives not authorize their other Representatives to, and shall direct and cause them not to directly or indirectly, (i) initiate, solicit, propose, knowingly induce solicit or knowingly encourage or knowingly facilitate (including by providing any information) the making of any Acquisition ProposalProposal or any inquiry, including any inquiries proposal or the submission of any proposals or offers which request for information that could reasonably be expected to lead to to, or result in, an Acquisition Proposal, (ii) other than informing Third Parties of the existence of the provisions contained in this Section 6.27.13, engage in, continue or otherwise participate in negotiations or discussions with, or provide access to its properties, books and records or furnish any non-public information (or access thereto) concerning the Company Sellers or any of the Company Subsidiaries their respective Affiliates to, any Third Party in connection with, relating to or for the purpose of encouraging or facilitating or that could reasonably be expected to lead tofacilitating, an Acquisition Proposal, (iii) recommend, approve, authorize or enter into or execute any Contract, letter of intent, memorandum of understanding, acquisition agreement, agreement in principle, memorandum of understanding principle or similar agreement with respect to any an Acquisition Proposal, other than an Acceptable Confidentiality Agreement (an “Alternative Acquisition Agreement”) or (iv) approve, endorse or recommend, or propose publicly to approve, endorse or recommend any Acquisition Proposal, (v) waive, terminate, modify or fail to enforce any “standstill” or similar provision or obligation of a Person (other than Parent or its Affiliates) with respect to the Company or its Subsidiaries or (vi) approve, authorize or agree to do any of the foregoing. Immediately Promptly following the execution of this Agreement, the Acquired Companies and their respective directors and officers Sellers shall, and shall direct and cause their respective Representatives to, (A) cease and cause to be terminated any solicitation and any and all existing activities, discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal. In furtherance of the foregoing, promptly following the execution and delivery of this Agreement, the Sellers will (Bi) terminate access by any request that each Third Party and its representatives that has, prior to any physical or electronic data room relating the execution and delivery of this Agreement, executed a confidentiality agreement in connection with such Person’s consideration of making an Acquisition Proposal, to any potential Acquisition Proposal and (C) deliver written notice to each such Person requesting that any such Person (other than Parent, Merger Sub and their respective Representatives) promptly return or destroy all confidential non-public information related to the Properties furnished to such Person by or on behalf of the Sellers or any of their respective Affiliates prior to the date of this Agreement and (ii) immediately terminate all physical and electronic data room access for such Persons and their representatives to diligence or other information regarding the Company Properties. The Sellers shall not modify, amend, or terminate, or waive, release or assign, any provisions of, any confidentiality or standstill agreement (or any similar agreement) to which the Sellers or any of their respective Affiliates is a party relating to any such Acquisition Proposal and its Subsidiaries. Notwithstanding clause (v)shall enforce the provisions of any such agreement; provided, however, that the Company Trust shall be permitted on a confidential basis to grant limited waivers of, and not enforce, release or waive any explicit or implicit standstill provision or similar provision that has obligations solely to the effect of prohibiting extent necessary to permit the counterparty thereto from making party referred to therein to submit an Acquisition Proposal to the Company Board of Trustees of the Trust on a confidential basis. The Trust shall provide written notice to Purchaser of waiver or release of any standstill by the Trust, including disclosure of the identities of the parties thereto and circumstances relating thereto. For the avoidance of doubt and notwithstanding anything to the contrary contained in this Agreement, in no event shall (x) any Third Party or its representatives be required to return or destroy any non-public information related to the properties of the Trust (other than the Properties) or the Trust as a whole to the extent that such Third Party is considering or pursuing a strategic transaction in respect of such properties of the Company Board determines in good faith, after consultation with outside counsel, that Trust (other than the failure Properties) and (y) the Trust or any other Person be required to grant such limited waiver terminate all physical and electronic data room access for any Third Party or its representatives to not enforce such provision would be inconsistent with Company Board’s fiduciary duties under Applicable Lawdiligence or other information regarding the properties of the Trust (other than the Properties).

Acquisition Proposals; Change in Recommendation. (a) Except as permitted by NSH agrees that from and after the date of this Section 6.2Agreement, during the Pre-Closing Periodit shall (i) immediately cease and terminate, the Acquired Companies and cause to be ceased and terminated, all of its, its Subsidiaries’ and their respective directors Representatives’ existing activities, discussions and officers shall notnegotiations (including any electronic data room access) with any other Person (other than the Partnership and its Subsidiaries and any of their respective Representatives) regarding any Acquisition Proposal or a proposal or offer relating to the acquisition of all or a portion of the GP Interest or the Incentive Distribution Rights, and (ii) promptly request that each Person that has entered into a confidentiality agreement in connection with its consideration of a possible Acquisition Proposal or a proposal or offer relating to the acquisition of all or a portion of the GP Interest or the Incentive Distribution Rights within the last twelve months return to NSH or destroy all confidential information heretofore furnished or made available to such Person by or on behalf of NSH and its Subsidiaries or the Partnership. From and after the date of this Agreement, none of NSH and its Subsidiaries shall, and NSH shall cause its Subsidiaries and shall use its commercially reasonable efforts to cause its and their Representatives not authorize their other Representatives to, and shall direct and cause them not to directly or indirectly, (i) knowingly initiate, solicit, propose, knowingly induce or knowingly encourage or knowingly facilitate (including by providing any information) inquiries, proposals or offers with respect to, or the submission of, any Acquisition Proposal, including any inquiries the GP Interest or the submission of any proposals Incentive Distribution Rights or offers which could reasonably be expected to lead to an Acquisition Proposal, (ii) other than informing Third Parties of the existence of the provisions contained in this Section 6.2knowingly engage, engage participate in, continue encourage or otherwise participate in facilitate any discussions or negotiations or discussions withregarding, or provide access knowingly furnish or make available or cause to its properties, books and records be furnished or furnish made available to any person any non-public information (or access thereto) concerning data relating to NSH, the Company Partnership or any of the Company its Subsidiaries to, any Third Party in connection with, relating to or for the purpose of encouraging or facilitating or that could reasonably be expected to lead to, an Acquisition Proposal, (iii) recommend, enter into or execute any Contract, letter of intent, acquisition agreement, agreement in principle, memorandum of understanding or similar agreement with respect to any Acquisition Proposal, (iv) approvethe GP Interest or the Incentive Distribution Rights. Notwithstanding the foregoing, endorse or recommendbut subject to the limitations in Section 6.6(b), or propose publicly NSH may, prior to approveobtaining NSH Unitholder Approval, endorse or recommend furnish any Acquisition Proposalinformation to, (v) waive, terminate, modify or fail including information pertaining to enforce any “standstill” or similar provision or obligation of a Person (other than Parent the Partnership or its Affiliates) with respect to the Company Subsidiaries, and enter into or its Subsidiaries participate in discussions or (vi) approvenegotiations with, authorize or agree to do any of the foregoing. Immediately following the execution Person that makes an unsolicited bona fide written Acquisition Proposal that did not result from an intentional and material breach of this AgreementSection 6.6 (such Person making such a proposal, a “Receiving Party”), if (i) the Acquired Companies NSH Board after consultation with its outside legal counsel and their respective directors and officers shallfinancial advisors, and shall direct and cause their respective Representatives to, determines in good faith (A) cease and cause to be terminated any solicitation and any and all existing discussions or negotiations with any Person conducted heretofore with respect to any that such Acquisition Proposal constitutes or any inquiry or request for information that could is reasonably be expected likely to lead to, or result in, an Acquisition in a Superior Proposal, and (B) terminate access by any Third Party to any physical or electronic data room relating to any potential Acquisition Proposal and (C) deliver written notice to each such Person requesting that any such Person (other than Parent, Merger Sub and their respective Representatives) promptly return or destroy all confidential information regarding the Company and its Subsidiaries. Notwithstanding clause (v), the Company shall be permitted to grant limited waivers of, and not enforce, any standstill provision or similar provision that has the effect of prohibiting the counterparty thereto from making an Acquisition Proposal to the Company Board to the extent that the Company Board determines in good faith, after consultation with outside counsel, that the failure to grant take such limited waiver or to not enforce such provision action would be inconsistent with Company Board’s its fiduciary duties under Applicable applicable Law., as modified by the NSH LLC Agreement and (ii) prior to furnishing any Non-Public Information to such Receiving Party, NSH receives from such Receiving Party an executed Confidentiality Agreement. NSH agrees that any breach of the restrictions or obligations set forth in this Section 6.6 by NSH or any of its Subsidiaries or, to the extent directed by NSH or any of its Subsidiaries, any of its and their Representatives shall be a breach of this Section 6.6

Acquisition Proposals; Change in Recommendation. (a) Except as permitted by From and after the date of this Section 6.2Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with Article VIII, during the PreAlberto-Closing Period, the Acquired Companies and their respective directors and officers Culver shall not, and nor shall not authorize their other Representatives it permit any of its Subsidiaries to, and nor shall direct and cause them not to it or its Subsidiaries authorize or permit any of their respective officers, directors, employees, representatives or agents to, directly or indirectly, (iA) initiate, solicit, propose, knowingly induce initiate or knowingly encourage or knowingly facilitate (including by providing any way of furnishing non-public information) any Acquisition Proposalinquiries regarding, including any inquiries or the submission making of any proposals offer or offers proposal which could reasonably be expected to lead to an Acquisition Proposal, (ii) other than informing Third Parties of the existence of the provisions contained in this Section 6.2, engage in, continue or otherwise participate in negotiations or discussions with, or provide access to its properties, books and records or furnish any non-public information (or access thereto) concerning the Company or any of the Company Subsidiaries to, any Third Party in connection with, relating to or for the purpose of encouraging or facilitating constitutes or that could would reasonably be expected to lead to, an any Alberto-Culver Acquisition Proposal, (iiiB) recommend, enter into or execute any Contract, letter of intent, acquisition agreement, agreement in principle, memorandum of understanding merger agreement, acquisition agreement, option agreement, or similar other agreement with respect related to any Alberto-Culver Acquisition ProposalProposal (each, (ivan “Alberto-Culver Acquisition Agreement”) approve, endorse or recommend, or propose publicly to approve, endorse or recommend any Acquisition Proposal, (v) waive, terminate, modify or fail to enforce any “standstill” or similar provision or obligation of a Person (other than Parent or its Affiliates) with respect to the Company or its Subsidiaries or (viC) approve, authorize or agree to do participate in any of the foregoing. Immediately following the execution of this Agreement, the Acquired Companies and their respective directors and officers shall, and shall direct and cause their respective Representatives to, (A) cease and cause to be terminated any solicitation and any and all existing discussions or negotiations with regarding, or take any Person conducted heretofore with respect other action knowingly to facilitate any Acquisition Proposal inquiries or the making of any inquiry offer or request for information proposal that could constitutes, or that would reasonably be expected to lead to, or result in, an any Alberto-Culver Acquisition Proposal; provided, (B) terminate access by however, that if, at any Third Party time prior to the receipt of the Alberto-Culver Transaction Approval, and without any physical or electronic data room relating to any potential breach of the terms of this Section 6.5(a), Alberto-Culver receives an unsolicited bona fide written Alberto-Culver Acquisition Proposal from any Person that in the good faith judgment of Alberto-Culver’s Board of Directors constitutes, or is reasonably likely to lead to, a Superior Alberto-Culver Proposal, Alberto-Culver may (x) furnish information (including non-public information) with respect to Alberto-Culver and (C) deliver written notice its Subsidiaries to each such Person requesting that any such Person pursuant to a confidentiality agreement containing terms no less restrictive on such Person than those in the Confidentiality Agreement are to Investor and (other than Parent, Merger Sub and their respective Representativesy) promptly return or destroy all confidential information participate in negotiations with such Person regarding the Company and its Subsidiaries. Notwithstanding clause (v), the Company shall be permitted to grant limited waivers of, and not enforce, any standstill provision or similar provision that has the effect of prohibiting the counterparty thereto from making an such Alberto-Culver Acquisition Proposal to the Company Board to the extent that the Company Board determines in good faith, after consultation with outside counsel, that the failure to grant such limited waiver or to not enforce such provision would be inconsistent with Company Board’s fiduciary duties under Applicable LawProposal.

Acquisition Proposals; Change in Recommendation. (a) Except as permitted by NSH agrees that from and after the date of this Section 6.2Agreement, during the Pre-Closing Periodit shall (i) immediately cease and terminate, the Acquired Companies and cause to be ceased and terminated, all of its, its Subsidiaries’ and their respective directors Representatives’ existing activities, discussions and officers shall notnegotiations (including any electronic data room access) with any other Person (other than the Partnership and its Subsidiaries and any of their respective Representatives) regarding any Acquisition Proposal or a proposal or offer relating to the acquisition of all or a portion of the GP Interest or the Incentive Distribution Rights, and (ii) promptly request that each Person that has entered into a confidentiality agreement in connection with its consideration of a possible Acquisition Proposal or a proposal or offer relating to the acquisition of all or a portion of the GP Interest or the Incentive Distribution Rights within the last twelve months return to NSH or destroy all confidential information heretofore furnished or made available to such Person by or on behalf of NSH and its Subsidiaries or the Partnership. From and after the date of this Agreement, none of NSH and its Subsidiaries shall, and NSH shall cause its Subsidiaries and shall use its commercially reasonable efforts to cause its and their Representatives not authorize their other Representatives to, and shall direct and cause them not to directly or indirectly, (i) knowingly initiate, solicit, propose, knowingly induce or knowingly encourage or knowingly facilitate (including by providing any information) inquiries, proposals or offers with respect to, or the submission of, any Acquisition Proposal, including any inquiries the GP Interest or the submission of any proposals Incentive Distribution Rights or offers which could reasonably be expected to lead to an Acquisition Proposal, (ii) other than informing Third Parties of the existence of the provisions contained in this Section 6.2knowingly engage, engage participate in, continue encourage or otherwise participate in facilitate any discussions or negotiations or discussions withregarding, or provide access knowingly furnish or make available or cause to its properties, books and records be furnished or furnish made available to any person any non-public information (or access thereto) concerning data relating to NSH, the Company Partnership or any of the Company its Subsidiaries to, any Third Party in connection with, relating to or for the purpose of encouraging or facilitating or that could reasonably be expected to lead to, an Acquisition Proposal, (iii) recommend, enter into or execute any Contract, letter of intent, acquisition agreement, agreement in principle, memorandum of understanding or similar agreement with respect to any Acquisition Proposal, (iv) approvethe GP Interest or the Incentive Distribution Rights. Notwithstanding the foregoing, endorse or recommendbut subject to the limitations in Section 6.6(b), or propose publicly NSH may, prior to approveobtaining NSH Unitholder Approval, endorse or recommend furnish any Acquisition Proposalinformation to, (v) waive, terminate, modify or fail including information pertaining to enforce any “standstill” or similar provision or obligation of a Person (other than Parent the Partnership or its Affiliates) with respect to the Company Subsidiaries, and enter into or its Subsidiaries participate in discussions or (vi) approvenegotiations with, authorize or agree to do any of the foregoing. Immediately following the execution Person that makes an unsolicited bona fide written Acquisition Proposal that did not result from an intentional and material breach of this AgreementSection 6.6 (such Person making such a proposal, a “Receiving Party”), if (i) the Acquired Companies NSH Board after consultation with its outside legal counsel and their respective directors and officers shallfinancial advisors, and shall direct and cause their respective Representatives to, determines in good faith (A) cease and cause to be terminated any solicitation and any and all existing discussions or negotiations with any Person conducted heretofore with respect to any that such Acquisition Proposal constitutes or any inquiry or request for information that could is reasonably be expected likely to lead to, or result in, an Acquisition in a Superior Proposal, and (B) terminate access by any Third Party to any physical or electronic data room relating to any potential Acquisition Proposal and (C) deliver written notice to each such Person requesting that any such Person (other than Parent, Merger Sub and their respective Representatives) promptly return or destroy all confidential information regarding the Company and its Subsidiaries. Notwithstanding clause (v), the Company shall be permitted to grant limited waivers of, and not enforce, any standstill provision or similar provision that has the effect of prohibiting the counterparty thereto from making an Acquisition Proposal to the Company Board to the extent that the Company Board determines in good faith, after consultation with outside counsel, that the failure to grant take such limited waiver or to not enforce such provision action would be inconsistent with Company Board’s its fiduciary duties under Applicable applicable Law, as modified by the NSH LLC Agreement and (ii) prior to furnishing any Non-Public Information to such Receiving Party, NSH receives from such Receiving Party an executed Confidentiality Agreement. NSH agrees that any breach of the restrictions or obligations set forth in this Section 6.6 by NSH or any of its Subsidiaries or, to the extent directed by NSH or any of its Subsidiaries, any of its and their Representatives shall be a breach of this Section 6.6 by NSH.

Acquisition Proposals; Change in Recommendation. (a) Except as permitted by this Section 6.26.02, during the Pre-Closing Period, the Acquired Companies and their respective directors and officers shall not, and shall not authorize their other Representatives to, and shall direct and cause them not to (i) initiate, solicit, propose, knowingly induce or knowingly encourage or knowingly facilitate (including by providing any information) any Acquisition Proposal, including any inquiries or the submission making of any proposals or offers which could reasonably be expected to lead to an Acquisition Proposal, (ii) other than informing Third Parties of the existence of the provisions contained in this Section 6.26.02, engage in, continue or otherwise participate in negotiations or discussions with, or provide access to its properties, books and records or furnish any non-public information (or access thereto) concerning the Company or any of the Company Subsidiaries to, any Third Party in connection with, relating to or for the purpose of knowingly encouraging or facilitating or that could reasonably be expected to lead toknowingly facilitating, an Acquisition Proposal, (iii) recommend, recommend or enter into or execute any Contract, letter of intent, acquisition agreement, agreement in principle, memorandum of understanding or similar agreement with respect to any Acquisition Proposal, Proposal or (iv) approve, endorse or recommend, or propose publicly to approve, endorse or recommend any Acquisition Proposal, (v) waive, terminate, modify or fail to enforce any “standstill” or similar provision or obligation of a Person (other than Parent or its Affiliates) with respect to the Company or its Subsidiaries or (vi) approve, authorize or agree to do any of the foregoing. Immediately Promptly following the execution of this Agreement, and in any event within one (1) Business Day of the date of this Agreement, the Acquired Companies and their respective directors and officers shall, and shall direct and cause their respective Representatives to, (A) cease and cause to be terminated any solicitation and any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, Proposal and (B) terminate access by any Third Party to any physical or electronic data room relating to any potential Acquisition Proposal and (C) deliver written notice to each such Person requesting that any such Person (other than Parent, Merger Sub and their respective Representatives) promptly return or destroy all confidential information regarding the Company and its SubsidiariesTransaction. Notwithstanding clause (v)anything in this Agreement to the contrary, the Company shall be permitted to grant limited waivers of, and not enforce, any standstill provision or similar provision that has the effect of prohibiting the counterparty thereto from making an Acquisition Proposal to the Company Board to the extent that the Company Board determines in good faith, after consultation with outside counsel, faith that the failure to grant such limited waiver or to not enforce such provision would reasonably be inconsistent with expected to constitute a breach of the Company Board’s fiduciary duties under Applicable Law.

Acquisition Proposals; Change in Recommendation. (a) Except as permitted by this Section 6.27.3, during the Pre-Closing Period, the Acquired Companies and their respective directors and officers shall not, and shall not authorize their other Representatives to, and shall direct and cause them not to (i) initiate, solicit, propose, knowingly induce or knowingly encourage or knowingly facilitate (including by providing any information) any Acquisition Proposal, including any inquiries or the submission of any proposals or offers which could reasonably be expected to lead to an Acquisition Proposal, (ii) other than informing Third Parties of the existence of the provisions contained in this Section 6.2, engage in, continue or otherwise participate in negotiations or discussions with, or provide access to its properties, books and records or furnish any non-public information (or access thereto) concerning the Company or any of the Company Subsidiaries to, any Third Party in connection with, relating to or for the purpose of encouraging or facilitating or that could reasonably be expected to lead to, an Acquisition Proposal, (iii) recommend, enter into or execute any Contract, letter of intent, acquisition agreement, agreement in principle, memorandum of understanding or similar agreement with respect to any Acquisition Proposal, (iv) approve, endorse or recommend, or propose publicly to approve, endorse or recommend any Acquisition Proposal, (v) waive, terminate, modify or fail to enforce any “standstill” or similar provision or obligation of a Person (other than Parent or its Affiliates) with respect to the Company or its Subsidiaries or (vi) approve, authorize or agree to do any of the foregoing. Immediately following the execution of this Agreement, (i) the Acquired Companies and their respective directors and officers Company shall, and shall direct cause its directors, officers, employees, representatives and cause their respective Representatives other agents, including investment bankers, attorneys, accountants and other advisors (collectively, the “Representatives”), and its Subsidiaries to, (A) immediately cease and cause to be terminated any solicitation and any and all existing discussions or negotiations with any Person conducted heretofore that may be ongoing with respect to any an Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead and (ii) the Company shall not, and the Company shall cause its Subsidiaries and the Representatives not to, directly or result inindirectly, an (A) encourage (including by way of furnishing or disclosing information), solicit or initiate the making of any Acquisition Proposal, (B) terminate access by continue or otherwise participate in discussions or negotiations with, or furnish or disclose any Third Party to information to, any physical or electronic data room relating to any potential Acquisition Proposal and (C) deliver written notice to each such Person requesting that any such Person (other than ParentParent or any of its Subsidiaries) in connection with any Acquisition Proposal, Merger Sub and their respective Representatives(C) promptly return waive or destroy all confidential information regarding provide any consent under any “standstill” or similar restrictions contained in any confidentiality or other agreements to which the Company and its Subsidiaries. Notwithstanding clause (v), or any Subsidiary of the Company shall be permitted is a party that restricts the making of any Acquisition Proposal (provided, that (I) Parent acknowledges that (x) the Company Board has determined to grant limited waivers of, and not enforce, any standstill provision or similar provision of such “standstill” restrictions for each Person that has is an active participant in the effect Company’s strategic alternatives review process as of prohibiting the counterparty thereto from making date of this Agreement to permit such Person to submit an Acquisition Proposal on a confidential basis to the Company Board and (y) such waivers so granted shall not be deemed to be the extent that solicitation of an Acquisition Proposal by the Company, the Representatives or any Subsidiary of the Company, whether prior to, on or after the date of this Agreement, and (II) the Company Board may waive or provide a consent under any such “standstill” or similar restriction if the Company Board determines in good faith, after consultation with its outside legal counsel, that the failure failing to grant such limited waiver or to not enforce such provision consent would be inconsistent with Company Board’s its fiduciary duties to the Company’s stockholders under Applicable Lawapplicable Laws, and any waiver or consent so granted shall not be deemed to be the solicitation of an Acquisition Proposal by the Company, the Representatives or any Subsidiary of the Company, whether prior to, on or after the date of this Agreement), or (D) enter into any letter of intent, memorandum of understanding, agreement in principle or merger, acquisition or similar agreement contemplating or otherwise relating to any Acquisition Proposal (other than a confidentiality agreement referred to in Section 7.3(b)) (each, a “Company Acquisition Agreement”).